8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

September 19, 2016 (September 19, 2016)

HOLLYFRONTIER CORPORATION (Exact name of registrant as specified in its charter)
Delaware	001-03876	75-1056913
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2828 N. Harwood, Suite 1300, Dallas, Texas 75201

(Address of Principal Executive Offices)

(214) 871-3555

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

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Item 7.01 Regulation FD Disclosure.

On September 19, 2016, HollyFrontier Corporation (“HollyFrontier”) and Holly Energy Partners, L.P. (the “Partnership”) issued a joint press release announcing (a) a non-binding agreement in principle for the acquisition by Holly Energy Partners – Operating, L.P. (“HEP Operating”), a wholly owned subsidiary of the Partnership, from HollyFrontier Woods Cross Refining LLC (“HFWCR”), a wholly owned subsidiary of HollyFrontier, of all the outstanding membership interests in Woods Cross Operating LLC, which owns the newly constructed crude, fluid catalytic cracking and polymerization units, in each case, located at HFWCR’s Woods Cross Refinery (collectively, the “Dropdown Assets”) for aggregate cash consideration of approximately $275.0 million, and (b) in conjunction with the closing of the proposed acquisition, the Partnership has agreed to a private placement with certain clients of Tortoise Capital Advisors, L.L.C. for approximately $100 million of common equity.

The closing of the proposed acquisition is subject to the execution of definitive agreements and other customary closing conditions. Both the Partnership and HollyFrontier expect the proposed acquisition will close on or about October 1, 2016. In connection with the closing of the proposed acquisition, HEP Operating and HFWCR expect to enter into fifteen-year tolling agreements for each unit containing minimum quarterly throughput commitments from HFWCR. The obligations of HEP Operating and HFWCR under the tolling agreements will be guaranteed by the Partnership and HollyFrontier, respectively.

The parties expect to amend and restate the Omnibus Agreement by and among the Partnership, HollyFrontier and certain of their respective subsidiaries and enter into a secondment arrangement at the Woods Cross refinery in connection with the proposed acquisition.

Furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01 in its entirety is a copy of the press release. The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this Form 8-K relating to matters that are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are inherently uncertain and necessarily involve risks that may affect the business prospects and performance of HollyFrontier and/or the Partnership, and actual results may differ materially from those discussed in this Form 8-K. Such risks and uncertainties include but are not limited to risks and uncertainties with respect to HollyFrontier’s and the Partnership’s ability to agree on terms for definitive documentation relating to the Dropdown Assets transfer and, if definitive documentation is agreed and executed and the Dropdown Assets transfer is consummated, the ability of the Partnership to successfully integrate the Dropdown Assets into its business and fully realize the benefits of the proposed transfer, the Partnership’s ability to close the private placement, the actions of actual or potential competitive suppliers and transporters of refined petroleum products in HollyFrontier’s or the Partnership’s markets, the demand for and supply of crude oil and refined products, the spread between market prices for refined products and market prices for crude oil, the possibility of constraints on the transportation of refined products, the possibility of inefficiencies or shutdowns in refinery operations or pipelines, effects of governmental regulations and policies, the availability and cost of financing to HollyFrontier and the Partnership, the effectiveness of HollyFrontier’s and the Partnership’s capital investments and marketing strategies, HollyFrontier’s and the Partnership’s efficiency in carrying out construction projects, HollyFrontier’s and the Partnership’s ability to complete acquisitions and to integrate any existing or future acquired operations, the possibility of terrorist attacks and the consequences of any such attacks, and general economic conditions. Additional information on risks and uncertainties that could affect the business prospects and performance of HollyFrontier and the Partnership is provided in the most recent reports of HollyFrontier and the Partnership filed with the Securities and Exchange Commission. All forward-looking statements included in this Form 8-K are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, HollyFrontier and the Partnership undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Joint press release of HollyFrontier and the Partnership issued September 19, 2016.*

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLYFRONTIER CORPORATION
By:	/s/ Douglas S. Aron
Name:	Douglas S. Aron
Title:	Executive Vice President and Chief Financial Officer

Date:    September 19, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint press release of HollyFrontier and the Partnership issued September 19, 2016.*

* Furnished herewith.

1

95277916.4

EX-99.1

September 19, 2016

Holly Energy Partners and HollyFrontier Corporation Announce Dropdown of Woods Cross Refinery Units for Approximately $275.0 Million; Holly Energy Partners Announces Private Placement of Common Equity

DALLAS--(BUSINESS WIRE)-- HollyFrontier Corporation (NYSE: HFC) ("HollyFrontier") and Holly Energy Partners, L.P. (NYSE: HEP) ("Holly Energy") today announced an agreement in principle for the acquisition by Holly Energy of a HollyFrontier subsidiary, which owns certain Woods Cross Refinery units constructed as part of the Woods Cross expansion for a total cash consideration of approximately $275.0 million, subject to the execution of definitive agreements and other customary closing conditions. The total transaction consideration represents an implied multiple of 8.5 times the 2017 expected EBITDA contribution. Holly Energy expects that the transaction will be immediately accretive to unitholders and contribute towards the achievement of HEP’s 8% distribution growth target. The transaction is expected to close on or about October 1, 2016.

The assets to be acquired by Holly Energy include the newly constructed crude, fluid catalytic cracking and polymerization units at HollyFrontier's Woods Cross refinery. In connection with the closing of the proposed transaction, HollyFrontier and Holly Energy expect to enter into 15-year tolling agreements for each respective unit containing minimum quarterly throughput commitments from HollyFrontier.

In conjunction with the closing of the proposed transaction, Holly Energy has agreed to a private placement with certain clients of Tortoise Capital Advisors, L.L.C. for approximately $100 million of common equity. Holly Energy Partners does not anticipate any further equity financing needs for the remainder of 2016. The balance of the purchase price will be financed by borrowings under Holly Energy Partner’s existing revolving credit agreement.

About HollyFrontier Corporation:

HollyFrontier Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel, jet fuel and other specialty products. HollyFrontier operates through its subsidiaries a 135,000 barrels per stream day ("bpsd") refinery located in El Dorado, Kansas, a 125,000 bpsd refinery in Tulsa, Oklahoma, a 100,000 bpsd refinery located in Artesia, New Mexico, a 52,000 bpsd refinery located in Cheyenne, Wyoming and a 45,000 bpsd refinery in Woods Cross, Utah. HollyFrontier markets its refined products principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. HollyFrontier and certain of its subsidiaries also currently own a 39% interest (including a 2% general partner interest) in Holly Energy Partners, L.P.

About Holly Energy Partners, L.P.:

Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HollyFrontier Corporation subsidiaries. The Partnership, through its subsidiaries and joint ventures, owns and/or operates petroleum product and crude gathering pipelines, tankage and terminals in Texas, New Mexico, Arizona, Washington, Idaho, Oklahoma, Utah, Nevada, Wyoming and Kansas as well as refinery processing units in Kansas and Utah.

HFC & HEP Forward Looking Statement:

The statements contained herein relating to matters that are not historical facts are "forward-looking statements" within the meaning of the federal securities laws. These statements are based on HollyFrontier’s and Holly Energy’s beliefs and assumptions, including those of Holly Energy’s general partner, using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties. Although HollyFrontier, Holly Energy and Holly Energy’s general partner believe that such expectations reflected in such forward-looking statements are reasonable, neither HollyFrontier, Holly Energy nor Holly Energy’s general partner can give assurance that such expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors including, but not limited to:

• risks and uncertainties with respect to the actual quantities of petroleum products and crude oil shipped on Holly Energy's pipelines and/or terminalled in Holly Energy's terminals;

• the economic viability of HollyFrontier Corporation, Alon USA, Inc. and Holly Energy's other customers;

• the demand for refined petroleum products in markets HollyFrontier and Holly Energy serve;

• HollyFrontier's and Holly Energy's ability to successfully purchase and integrate additional operations in the future;

• HollyFrontier's and Holly Energy's ability to complete previously announced or contemplated acquisitions;

• the availability and cost of additional debt and equity financing;

• the possibility of reductions in production or shutdowns at HollyFrontier refineries, including refineries utilizing Holly Energy's pipeline and terminal facilities;

• the effects of current and future government regulations and policies;

• HollyFrontier's and Holly Energy's operational efficiency in carrying out routine operations and capital construction projects;

• the possibility of terrorist attacks and the consequences of any such attacks;

• general economic conditions; and

• other financial, operations and legal risks and uncertainties detailed from time to time in HollyFrontier's and Holly Energy's Securities and Exchange Commission filings.

The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Information

This news release includes the term forecasted EBITDA. This is a non-GAAP financial measure. Forecasted EBITDA is based on Holly Energy’s projections for the newly constructed crude unit, fluid catalytic cracking unit and polymerization unit at HollyFrontier's Woods Cross refinery. Forecasted EBITDA is included to help facilitate comparisons of operating performance of Holly Energy with other companies in our industry, as well as help facilitate an assessment of the assets’ projected ability to generate sufficient cash flow to make distributions to our partners. Forecasted EBITDA is not presented as an alternative to the nearest GAAP financial measure, net income, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. We are unable to present a reconciliation of forecasted EBITDA because certain elements of net income, including interest, depreciation and taxes, are not available. Together, these items generally result in EBITDA being significantly greater than net income.

HollyFrontier Corporation
Julia Heidenreich, 214-954-6510
Vice President, Investor Relations
orCraig Biery, 214-954-6510
Manager, Investor Relations